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Anti-Dilution Protections: Why Startup Founders Should Care

| October 9, 2023 | By

Growing companies need financial capital. It's important to understand anti-dilution and its legal framework from the outset.

In the fast-paced world of startups, raising capital is often both exhilarating and stressful. As founders navigate the complexities of term sheets and negotiations, one term that frequently emerges is the "anti-dilution provision." Here, we'll unpack what this provision means, illustrate with a tangible example, and explore why it matters to startup founders.

1. What is an Anti-Dilution Provision?

An anti-dilution provision is a clause in a startup's shareholder or investment agreement that protects investors from the dilution of their ownership percentage in the event that the company issues shares at a lower valuation than in previous funding rounds. In essence, it’s a shield against the erosion of value.

Venture Capital Concept on the Mechanism of Metal Gears.-1

2. Why Should Startup Founders Care?

Protecting Founder Equity:

At the heart of every startup are its founders. They've poured time, energy, and resources into birthing and nurturing their vision. When they give away equity in funding rounds, they're essentially parting with a piece of their creation. Anti-dilution provisions can mean a much steeper equity price in a down round. Understanding this helps founders gauge how much of their company they might truly be giving away.

Building Trust with Investors:

Investors appreciate founders who are knowledgeable about all facets of their business, including the finer points of fundraising. By showing you understand anti-dilution provisions, you're signalling that you're a diligent leader who's committed to protecting the interests of all stakeholders.

Negotiation Leverage:

Understanding these provisions in depth allows founders to negotiate more effectively. Founders can discuss terms from a place of knowledge, potentially pushing for more favourable terms or ensuring that certain provisions are only triggered under specific circumstances.

Attracting Talent:

Equity is a tool startups use to attract top talent. If potential key employees perceive that their equity might get heavily diluted, they might think twice before joining. A founder's understanding of these provisions helps them better communicate potential risks and rewards to potential hires.

Long-Term Vision and Control:

Heavy dilution can potentially shift the control dynamics within a company. Investors with larger equity stakes might have more say in company decisions, which can affect the startup's direction and vision. Founders need to be aware of this dynamic as they chart the course for their company's future.

Preparing for Future Rounds:

Early-stage investment terms can set precedents for future rounds. If a founder agrees to stringent anti-dilution provisions in an early round, later-stage investors might expect similar or even more aggressive terms. This can make subsequent rounds more challenging and potentially less favourable for the founders.

Psychological Readiness:

Raising capital is as much a psychological journey as it is a financial one. Understanding the potential implications of every term, including anti-dilution provisions, helps founders brace themselves for the highs and lows of the startup roller coaster.

modern glass spiral staircase with metallic hand-rails.

3. Effects During Down Rounds:

A "down round" refers to a funding round where shares are issued at a valuation lower than in previous rounds. There are two main types of “Anti-Dilution” provisions as outlined below.

Full Ratchet Anti-Dilution: The most stringent form, this adjusts the price of the investor's earlier purchased shares to the new lower price. This means that their ownership stake remains constant, leading to significant dilution for founders and other shareholders.

Weighted Average Anti-Dilution: This method is less severe than the full ratchet. It adjusts the investor's conversion price based on the extent and magnitude of the down round.

Both mechanisms aim to cushion investors from the drop in valuation. However, they can also lead to substantial dilution for founders and employees, impacting morale and future fundraising.

3. A Practical Illustration of Dilution & Anti-Dilution Provisions

Imagine a startup called SavvyFlow:

Initial Scenario:

  • SavvyFlow raises $1M at a $4M pre-money valuation.
  • This gives the company a post-money valuation of $5M ($4M pre-money + $1M investment).
  • An investor, Mr. Cameron, invests the $1M and thus owns 20% of the company ($1M/$5M).

Now, SavvyFlow is struggling and needs to raise more money. The new round is a down round, where shares are issued at a valuation lower than the previous round.

Down Round:

  • SavvyFlow raises another $1M, but this time at a $2M pre-money valuation.
  • The post-money valuation is now $3M ($2M + $1M).

Without anti-dilution provisions, Mr. Cameron’s ownership would be diluted from 20% to 13.33% ($1M/$7.5M).

However, with anti-dilution provisions:

1. Full Ratchet Anti-Dilution:

  • Mr. Cameron's original shares get repriced at the new, lower price.
  • He essentially gets to pretend he invested his $1M at the new lower valuation.
  • Therefore, he would own 1/3 of the company ($1M/$3M) or 33.33% instead of his original 20%.

2. Broad-Based Weighted Average Anti-Dilution:

  • This considers the magnitude of the down round and the number of shares issued.
  • The formula for the new conversion price is:

New Conversion Price = (OP x OS)+(NP x NS) (OS + NS)


OP = Old Conversion Price (price before the new issuance)

OS = Outstanding Shares (number of shares before the new issuance)

NP = New Issue Price (price at which the new shares are issued)

NS = New Shares (number of new shares being issued)

This formula recalculates the conversion price by taking the weighted average of the old conversion price and the new issue price.

  •   Using some hypothetical numbers:
    • Old Price (previous round's price per share) = $10
    • Old Outstanding Shares = 500,000
    • New Price (this down round's price per share) = $5
    • New Issued Shares = 200,000
  • Plugging into the formula:

New Conversion Price =($10 x 500,000) +($5 x 200,000) / (500,000 +200,000)  

This gives an adjusted conversion price of approximately $8.57.

Now, using this adjusted price, the number of shares Mr. Cameron's $1M can convert into is:

1,000,000 8.57 = 116,687 shares

With the total number of shares after the down round being 700,000 (500,000 + 200,000), Mr. Camerons's new ownership percentage, factoring in the weighted average anti-dilution, becomes:

116,687 / 700,000 x 100 = 16.67%

This means that with the Weighted Average Anti-Dilution provision applied, Mr. Cameron's ownership percentage is adjusted to approximately 16.67%, a middle ground between the original 20% and the 13.33% he would have had without any anti-dilution provision.

3. Effects of Anti-Dilution Provisions on the Capitalization Table

The capitalization table, or cap table, displays a company's equity ownership. When anti-dilution provisions are activated:

Founder Dilution: Founders might witness a larger drop in their ownership percentages than initially foreseen.

Employee Impact: Stock options for employees might also get diluted, potentially affecting motivation and retention.

Repercussions for Later Investors: If early investors are shielded from dilution, later investors might bear more of the adjustment, which might make them hesitant to invest.


Anti-dilution provisions play a critical role in determining the equity structure of startups during

down rounds. By understanding their mechanics and implications, founders can make informed decisions that balance the interests of both investors and the broader team. As always, consulting with legal and financial experts during fundraising negotiations is invaluable.